Age-related osteoporosis is characterized by enhanced skeletal fragility, low bone mass, secondary increases in PTH, high bone resorption and marrow adiposity. Previous animal models for this disorder did not recapitulate all these features. However, we developed a mouse model of impaired PTH function that develops age-related bone loss relatively soon after birth. For example, we found that conditional deletion of the PTH1R using the Prx1Cre recombinase led to a substantial increase in marrow adipose tissue (MAT) by 3 weeks of age. This was accompanied by increased bone resorption, low bone mass and high RANKL expression in the bone marrow and serum, even in the absence of functional PTH activity, and no change in osteocyte number/area or lacunar area. Also we noted that PTH administration to the PTH1Rfl/fl control mice reduced MAT volume by 50% but did not change MAT in the mutant mice. Similar findings were noted in men treated with PTH for osteoporosis. To further delineate the origin of RANKL, we then isolated bone marrow adipocytes from the Prx1cre;PTH1Rfl/fl mice and their controls, and found consistently high expression of adipose-related genes; e.g., Ppar?, Cebp ?,?,?, Fabp4 and Adiponectin as well as Rankl. Supernatant from spun marrow showed an increase in RANKL protein (p<0.03) in the Prx1cre;PTH1Rfl/fl mutant mice. Progenitor cells removed from the bottom layer of spun marrow in the mutant mice showed enhanced adipogenic differentiation, increased RANKL expression, and co-localization of adiponectin and tomato red in the MSCs. Further, we noted that Rankl mRNA was undetectable in any adipose depot outside the marrow. We also found that zinc finger protein 467 (Zfp467), an early mesenchymal transcription factor that up-regulates Rankl, but is down regulated by PTH, was 8 fold higher in mutant adipocytes, whereas treatment with PTH suppressed Zfp467 mRNA by 70% in cortical bone of controls but not in mutants. In this proposal we hypothesize that PTH regulates marrow adipogenesis through suppression of Zfp467 and that the marrow adipocytes induced by loss of PTH signaling are unique, arising from a mesenchymal progenitor, which expresses both adipogenic and osteogenic markers. We propose two specific aims to test this hypothesis: 1) Determine the role of PTH1R in cell fate decisions of mesenchymal progenitor cells using genetic mouse models, define the downstream mediator of PTH1R in regulating bone marrow adipogenesis, and perform bioenergetic analyses; 2) Determine whether bone marrow adipocytes are the driving force via RANKL to enhance bone resorption in the absence of PTH1R signaling exploiting new technology for: 1-lineage tracing, 2-sorting marrow adipocytes, 3-treating with OPG and 4- generating a novel mouse model. The results of these experiments could lead to new targets for treating osteoporosis.